Terms and Conditions

Before you begin

Agreement and Deal Terms Schedule

This Clean Urban Living Membership Agreement (the "Agreement") is between Clean Urban Living LLC, an Arizona limited liability company ("CUL"), and the member identified in the Deal Terms Schedule ("Member"). Member accepts this Agreement through payment as described in Section 18. The program Effective Date and approved operating details are identified in the completed Deal Terms Schedule. CUL and Member may be referred to individually as a "Party" and collectively as the "Parties."

Parties and contacts

CUL legal name

Clean Urban Living LLC, an Arizona limited liability company

CUL address

2601 W Dunlap, Ste. 18, Phoenix, AZ 85021

Member and program effective date

As identified in the completed Deal Terms Schedule; acceptance occurs through payment under Section 18

The schedule identifies the Effective Date, Member's legal name, DBA or trade name, entity type, state of formation, EIN, principal business address, notice email and phone, authorized representative's name and title, and owner, principal, or guarantor.

Program economics and approved terms

The schedule records the Annual Membership Fee per approved location, initial commitment, monthly minimum revenue share, revenue-share percentage, month-one revenue share, and any custom approved terms. It also records any applicable additional restoration charge or holdover rate. Specific pricing is agreed separately in writing and is not listed here.

The initial commitment is twelve (12) months per approved location, subject to the early exit option in Section 6. Monthly minimum revenue-share payments are due by the fifteenth (15th) of each month or the immediately preceding business day when applicable, subject to the member-specific month-one terms.

The business terms apply together with the Agreement. To the extent a completed Deal Terms Schedule conflicts with a non-default provision in the Agreement, the more protective provision for CUL shall control unless CUL expressly states otherwise in writing.

Member-specific details are completed and provided in the Deal Terms Schedule before payment. Where an applicable default term is included in the member-specific documents, that term controls unless the context requires completion of the field. No fee or revenue-share amount should be inferred from this public page.

Section 01

1. Program Background and Defined Terms

CUL has entered into one or more master license or retail operating arrangements under which CUL may operate pop-up retail space in the "fourth wall" or other approved retail areas inside certain Walmart stores or related retail locations to market, generate opportunities for, and sell installed home products and services through its network of approved members and dealers.

For purposes of this Agreement, "Premises" means the temporary retail area, pop-up area, kiosk, storefront, display area, or other space made available to Member through CUL at an authorized retail location. "Authorized Location" means each approved Walmart or other retail location listed in Exhibit A or approved by CUL in writing. "Intended Use" means the approved products and services listed in the Deal Terms Schedule or Exhibit B. "Member Agents" means Member and its owners, officers, employees, contractors, sales representatives, installers, invitees, licensees, and anyone acting for or through Member.

All CUL rights granted to Member are subject to CUL's rights under any master license, retail operating agreement, store approval, relocation instruction, or other requirement imposed by Walmart, the applicable retail location, or any property owner or operator.

Section 02

2. Membership; Limited Occupancy License; No Lease

Membership in the Clean Urban Living program grants Member a limited, revocable right to operate in approved Premises solely as a benefit of membership and solely for the Intended Use. This Agreement is not a lease, sublease, tenancy, assignment, easement, real property interest, franchise, agency, partnership, or joint venture.

Member receives no exclusive possession, no right of quiet enjoyment, no estate in land, no renewal right except as expressly approved by CUL in writing, and no right to remain in any Premises beyond the dates and conditions approved by CUL. Member shall not describe itself as a tenant, subtenant, lessee, occupant with possessory rights, Walmart partner, or Walmart-endorsed business.

CUL may suspend, relocate, condition, limit, or revoke Member's occupancy rights as provided in this Agreement. Walmart is not a party to this Agreement and has no payment, performance, relocation, security, or operational obligation to Member.

Section 03

3. Permitted Use, Locations, Scheduling and Staffing

Member shall use the Premises only for the Intended Use, only at Authorized Locations, and only during Scheduled Hours approved by CUL. Member shall not use or attempt to use the Premises for any unauthorized product, service, solicitation, storage, signage, installation, demonstration, or activity.

Neither CUL nor Walmart guarantees that the Premises will be in a specific location within a store, that Member will receive a specific Walmart store, that a location will remain approved, or that the Premises will have any specific condition, dimensions, visibility, utilities, fixtures, customer traffic, or revenue potential. This program is designed to be mobile. CUL, Walmart, or the applicable location may require relocation or removal at any time, and Member shall immediately comply without refund except as expressly stated in this Agreement.

Member shall staff each Authorized Location with no more than three (3) Member Agents at a time unless CUL approves otherwise in writing. Member must staff each approved store and commit to a weekly schedule of at least fifty (50) hours. Member must be operational in an approved location within thirty (30) days after approval unless CUL extends the deadline in writing.

All Member Agents must comply with a professional dress code, including CUL-approved branded polo shirts, T-shirts, badges, or other apparel required by CUL or the applicable location. Member shall provide sufficient supervision and control of Member Agents, customers, guests, and invitees to prevent unlawful, unsafe, offensive, disruptive, or noncompliant conduct.

Member shall not roam, loiter, canvass, solicit, or engage Walmart customers outside the Premises unless CUL has given prior written authorization. Member shall not interfere with store operations or with any other member, dealer, vendor, or store employee.

Section 04

4. Condition, Alterations, Temporary Walls, Barricades and White Box Restoration

Member accepts each Premises in its "as is" condition. Neither CUL nor Walmart represents or warrants that any Premises is in a particular condition, is of a particular quality, is suitable for any particular purpose, or complies with any law, code, rule, or requirement applicable to Member's business.

Member shall not make any permanent change to any Premises. Member shall not make alterations, additions, holes, attachments, painting, utility changes, floor changes, wall changes, partition changes, ceiling changes, exterior or interior signs, placards, banners, decals, advertising media, awnings, antennas, displays visible outside the Premises, or similar items without CUL's prior written consent, which may be withheld in CUL's sole discretion.

Temporary walls, barricades, partitions, bulkheads, storefront covers, and similar items are part of CUL's controlled program environment. Member may not remove, relocate, store, alter, dispose of, or reinstall any temporary wall, barricade, partition, or related item without CUL's prior written approval. If approved, removal, secure storage, protection, repair, and reinstallation are the sole responsibility and cost of Member.

Before changing, removing, or installing any temporary wall, barricade, partition, sign, or fixture, Member shall provide CUL with photographs of the existing condition and obtain CUL's written approval. Member shall provide photographs after completion and again before move-out. CUL may require Member to use CUL-approved contractors or methods.

Unless CUL agrees otherwise in writing, Member shall return each Premises to "White Box Condition" before expiration, termination, relocation, or move-out. "White Box Condition" means clean, broom-swept, free of Member property, inventory, displays, signs, debris, damage, unauthorized alterations, and with all temporary walls, barricades, partitions, bulkhead signs, fixtures, and other required items reinstalled or restored to the condition required by CUL.

If Member fails to restore the Premises, reinstall a required wall or barricade, return signs, remove property, repair damage, or return the Premises to White Box Condition, CUL may perform the work or hire others to perform it. Member shall reimburse CUL for all costs, expenses, labor, materials, storage, shipping, management time, and contractor charges, plus any additional restoration charge specified in Member's Deal Terms Schedule or approved addendum for the affected location. Such amounts are due immediately upon invoice.

CUL may enter the Premises at any time, by any convenient method and without prior notice, to inspect, protect, repair, restore, remove unauthorized signs or property, secure the Premises, address safety concerns, or enforce this Agreement, without liability to Member.

Section 05

5. Fees, Revenue Share, Payments, Reporting and Audit Rights

The Annual Membership Fee, monthly minimum revenue share, revenue-share percentage, month-one revenue-share obligation, and other applicable fees or charges are stated in Member's completed Deal Terms Schedule or a CUL-approved addendum provided before payment. This page does not state specific pricing or revenue-share rates.

Making a membership or program payment constitutes Member's acceptance of these Terms and Conditions and the applicable member-specific terms provided before payment, as described in Section 18. No separate signature is required to accept these Terms and Conditions.

Member shall pay the agreed Annual Membership Fee per approved location unless CUL approves a different amount in writing. The Annual Membership Fee is non-refundable except where the primary store and two (2) backup stores are not approved within ninety (90) days after the applicable approval process begins. Monthly subscription, membership, or program fees are non-negotiable for the initial twelve (12) month term and shall not be waived or refunded except as expressly stated in this Agreement.

Member shall pay CUL the agreed minimum monthly revenue share per approved location by the fifteenth (15th) day of each month, or the immediately preceding business day if the 15th falls on a weekend or holiday. Month-one revenue-share obligations are governed by the Deal Terms Schedule and any approved addendum. No payment may be late; the absence of a late fee does not limit CUL's default remedies.

Member shall pay CUL the agreed percentage of the Gross Contract Amount on all sales generated through, arising from, or related to the Program. Unless CUL approves otherwise in writing, revenue share payments are due no later than one (1) week after installation and in all events no later than seven (7) days after the sale is reported.

"Gross Contract Amount" means the full customer contract price, order amount, financed amount, or other sales amount before deductions, offsets, commissions, chargebacks, rebates, discounts, financing costs, processing costs, installation costs, labor costs, product costs, overhead, or other expenses, excluding only sales taxes actually collected and remitted to a taxing authority and customer refunds or cancellations approved in ordinary course and documented to CUL's reasonable satisfaction.

Member shall maintain accurate, complete, and current books, sales records, customer contracts, installation records, payment records, revenue share calculations, staffing records, schedules, and other records reasonably necessary for CUL to verify compliance with this Agreement. Member shall provide records requested by CUL within two (2) business days after request and shall retain records for at least three (3) years after the later of the sale, installation, payment, or termination of this Agreement.

CUL may audit Member's records to verify revenue share, sales performance, location compliance, staffing, and payment obligations. If an audit shows underpayment, Member shall immediately pay the underpaid amount. If underpayment exceeds five percent (5%) for any audited period, Member shall also reimburse CUL for audit costs, professional fees, collection costs, and attorneys' fees.

Member shall not withhold, offset, delay, or reduce payment because of a claim, dispute, store issue, relocation, member complaint, customer complaint, Walmart decision, or alleged CUL breach. Any invoice or payment dispute must be submitted in writing within five (5) business days after invoice date, with reasonable supporting detail, or it is waived. CUL may apply payments in any order it determines.

Member shall provide and maintain the payment method required by CUL, including ACH, credit card, or other approved automatic payment method if required. Returned, rejected, reversed, or failed payments are an immediate default, and Member shall reimburse all bank charges, processing charges, recovery costs, and expenses incurred by CUL.

Section 06

6. Term, Renewal, Early Exit and Termination

Member agrees to a twelve (12) month commitment for each approved location unless the Deal Terms Schedule or an approved addendum states otherwise. Extensions must be requested at least sixty (60) days before the end of the commitment period. Extensions, renewals, relocations, and additional locations are not guaranteed and require CUL's written approval.

Member may terminate early only by submitting written notice at the end of month two (2) to exit at the ninety (90) day mark. To be released, Member must be current on all amounts owed and must have satisfied all restoration, reporting, return, and move-out obligations. If Member does not timely exercise this early exit option, Member must complete the full twelve (12) month term.

CUL may terminate this Agreement or any occupancy right for convenience upon thirty (30) days' advance written notice. Member acknowledges that the program's short-term, mobile, retail nature requires CUL flexibility, and Member has no right to renewal, extension, relocation, replacement space, or any location beyond the term and rights expressly approved by CUL in writing.

CUL may terminate this Agreement, suspend Member's access, dismiss Member from a retail location, require immediate move-out, or revoke occupancy rights immediately upon written notice if any of the following occurs: nonpayment; failure to maintain insurance; unauthorized use or products; unauthorized alterations; failure to reinstall walls or barricades; failure to comply with Walmart or store requirements; improper customer or Walmart contact; sales or revenue share misreporting; unsafe, unlawful, offensive, or disruptive conduct; failure to staff; failure to be operational; failure to meet performance standards; breach of confidentiality or non-circumvention; default under this Agreement; or if Walmart, a store manager, property owner, master license, or retail operating requirement requires removal, relocation, suspension, or termination.

Members must average seventy-five thousand dollars ($75,000) in gross monthly sales to be considered for renewal. If Member reports less than thirty thousand dollars ($30,000) in gross monthly sales for more than two (2) months, CUL may terminate membership or remove Member from a location. These are sales-performance requirements, not membership prices. After a ninety (90) day probationary period, water filtration members may apply for long-term protection. Approval is not guaranteed.

Upon expiration, termination, dismissal, relocation, or move-out, Member shall immediately cease operations, vacate the Premises within the time stated by CUL, remove all property, restore the Premises, return all signs, keys, access devices, badges, materials, and CUL property, and pay all amounts owed. Termination, dismissal, relocation, or removal does not waive CUL's rights and does not entitle Member to a refund except as expressly stated in this Agreement.

Any holdover without CUL's written consent is unauthorized. During any unauthorized holdover, Member shall owe a daily holdover occupancy fee at the rate specified in Member's Deal Terms Schedule or approved addendum for the affected location, plus all damages, restoration costs, attorneys' fees, and other remedies available to CUL. A holdover does not create any tenancy, lease, renewal, extension, or possessory right.

Section 07

7. Default and Remedies

Member is in default if Member fails to make any payment when due, fails to timely report sales or revenue share, fails to maintain required insurance, fails to restore the Premises, fails to comply with Walmart or store requirements, breaches any representation or covenant, becomes insolvent, abandons a location, misuses the Premises, assigns rights without approval, or otherwise breaches this Agreement.

Upon default, CUL may exercise any one or more remedies, cumulatively and without election: suspend or terminate membership; suspend access to the Premises; remove Member from any location; require immediate move-out; accelerate all unpaid and future amounts due for the applicable term; collect outstanding balances; charge restoration, replacement, storage, audit, shipping, and administrative costs; engage third-party collection agencies; file suit; seek injunctive relief; enforce any guaranty; enforce any security interest; and pursue all legal and equitable remedies.

Member shall pay all costs incurred by CUL in enforcing this Agreement or collecting amounts owed, including reasonable attorneys' fees, court costs, arbitration costs if applicable, collection agency charges, expert fees, audit costs, travel costs, and related expenses. CUL's acceptance of partial payment, late payment, or performance after default does not waive default or any CUL remedy.

CUL may file a Uniform Commercial Code financing statement or similar lien filing to secure Member's obligations as provided in Section 8 and Exhibit I. Member waives any requirement of prior notice of collection actions or UCC filing to the fullest extent permitted by law and agrees to provide additional information and documentation requested by CUL to evidence, perfect, continue, amend, or enforce CUL's security interest, subject to applicable law and Section 18.

Section 08

8. Security Interest and UCC Authorization

To secure payment and performance of all obligations under this Agreement and any related addendum, Member grants CUL a continuing security interest in all of Member's business assets to the extent permitted by applicable law, including accounts, accounts receivable, payment intangibles, contract rights, inventory, equipment, fixtures, furniture, displays, signs, supplies, general intangibles, books and records, deposit accounts, and all proceeds, products, replacements, and accessions of the foregoing, whether now owned or later acquired and whether located at the Premises or elsewhere.

Member authorizes CUL to file UCC-1 financing statements, amendments, continuations, and similar filings in any jurisdiction CUL determines appropriate. Member shall provide exact legal name, state of formation, organizational identification number if any, principal address, and other information needed for filing. Member shall not change its legal name, entity status, state of formation, address, or ownership without at least thirty (30) days' advance written notice to CUL.

The security interest granted in this Agreement is in addition to, and does not limit, any guaranty, lien, setoff, collection right, or other remedy available to CUL.

Section 09

9. Insurance

Before move-in and throughout the term, Member shall maintain insurance coverage required by CUL, Walmart, any master license, any Authorized Location, and applicable law. Unless CUL approves different limits in writing, Member shall maintain at least: commercial general liability insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate; products and completed operations coverage; workers' compensation insurance as required by law; employer's liability insurance with limits of at least $1,000,000; commercial auto liability with limits of at least $1,000,000 if vehicles are used; and umbrella or excess liability coverage if required by CUL or Walmart. These amounts are insurance coverage limits, not membership prices or insurance premiums.

Member's policies shall name CUL, Walmart Inc., their affiliates, landlords, managers, agents, and any additional parties required by CUL as additional insureds where available, shall be primary and non-contributory to the extent available, and shall include waiver of subrogation where available. Member shall provide certificates of insurance and endorsements before move-in, upon renewal, and upon request.

Failure to maintain required insurance or provide proof of insurance is an immediate default and grounds for suspension, removal, or termination. CUL may, but is not required to, obtain coverage or take risk-control measures at Member's expense if Member fails to comply.

Section 10

10. Legal Compliance, Licensing, Taxes and Customer Obligations

Member is solely responsible for all licenses, registrations, permits, certifications, background checks, professional qualifications, contractor licensing, salesperson licensing, consumer protection compliance, financing compliance, advertising compliance, home solicitation or cancellation notices, privacy and communication compliance, tax obligations, employment obligations, and other legal requirements applicable to Member's business, products, services, sales, installations, employees, contractors, customers, and operations.

Member is solely responsible for customer contracts, disclosures, pricing, financing documents, warranties, installation quality, product quality, service performance, customer complaints, refunds, cancellations, chargebacks, warranty claims, taxes, and any post-sale obligations. Member's customer contract terms for products and services shall be no less favorable than the terms Member offers to other customers in the local market at the same point in time.

Member shall not make false, misleading, deceptive, unfair, unauthorized, or unsubstantiated statements about CUL, Walmart, any product, any service, pricing, financing, warranties, promotions, or customer savings. Member shall promptly notify CUL of any customer complaint, regulatory inquiry, store complaint, insurance claim, safety issue, or threatened legal claim relating to the Program.

Section 11

11. Walmart Compliance and Relationship Protection

Member acknowledges that Clean Urban Living LLC and its third-party authorized dealers and members are not affiliated with or endorsed by Walmart Inc. Member shall not state or imply that Walmart sponsors, endorses, guarantees, warranties, sells, installs, finances, or is responsible for Member's products or services.

Member shall not use Walmart names, trademarks, logos, trade dress, photos, store images, employee images, or customer images except as expressly approved in writing by CUL and Walmart if required. Member shall comply with all Walmart, store manager, property owner, safety, security, customer interaction, signage, dress code, operating hours, and location-specific rules.

All questions, requests, disputes, complaints, program issues, location issues, renewal requests, relocation requests, and operational communications regarding the Program must be directed to CUL and not to Walmart or its staff, unless CUL instructs otherwise in writing. Inappropriate contact with Walmart, Walmart staff, customers, vendors, or other members may result in immediate dismissal from the retail location, termination, and no refund.

If Walmart, a store manager, property owner, or any master license requirement denies approval, withdraws approval, requires relocation, imposes conditions, suspends access, or requests removal, Member shall comply immediately. Such action does not create a refund right or claim against CUL except as expressly stated in this Agreement.

Section 12

12. Indemnity, Release and Exculpation

Member shall indemnify, defend, and hold harmless CUL, Walmart, and their respective owners, shareholders, members, partners, directors, officers, affiliates, landlords, property owners, managers, management companies, employees, agents, representatives, contractors, customers, guests, and invitees (collectively, the "CUL Parties") from and against any and all liabilities, obligations, losses, penalties, actions, suits, claims, damages, expenses, disbursements, legal fees, professional fees, and costs of any kind arising out of or relating to: Member's acts or omissions; Member Agents; Member's products, services, sales, installations, warranties, advertising, representations, customer contracts, or customer disputes; use of the Premises; damage to property; injury or death; violations of law; failure to obtain permits or licenses; employment matters; taxes; liens; insurance failures; unauthorized alterations; or breach of this Agreement.

The CUL Parties shall not be liable to Member for, and Member waives all claims against the CUL Parties for, injury, death, lost profits, lost sales, lost opportunities, business interruption, relocation, denial of location, store closure, customer traffic, property loss, or damage to person or property sustained by Member or any person claiming through Member, except to the extent caused solely by the gross negligence or willful misconduct of the applicable CUL Party.

CUL does not provide guard services or security measures. Member assumes full responsibility for protecting Member, Member Agents, property, equipment, inventory, displays, records, customers, and invitees against theft, damage, third-party acts, and other losses. Member shall indemnify CUL from claims by Member Agents, customers, guests, invitees, and other persons arising from such matters.

To the fullest extent permitted by applicable law, Member's indemnity obligations apply regardless of concurrent, comparative, or contributory negligence, except to the extent a claim is caused solely by the gross negligence or willful misconduct of the indemnified CUL Party. The indemnities, waivers, releases, and limitations in this Agreement survive expiration or termination.

Section 13

13. No Mechanic's Liens; Property; Signs and Equipment

Member shall not permit any mechanic's lien, materialman's lien, labor lien, storage lien, tax lien, judgment lien, or other lien to be filed against any Premises, Walmart store, shopping center, property owner interest, CUL interest, or location because of work, labor, services, materials, equipment, inventory, fixtures, or obligations furnished to or for Member or anyone acting through Member. Nothing in this Agreement is consent by CUL, Walmart, any landlord, property owner, or location operator to subject any property interest to any lien.

Member shall immediately discharge, bond over, or otherwise remove any lien arising from Member's activities. If Member fails to do so, CUL may take action to remove or address the lien at Member's expense.

Each location may be required to display an approved bulkhead sign above the storefront or Premises. Signs and CUL-provided materials must be returned to CUL when occupancy ends. CUL will pay shipping charges for signs returned as instructed by CUL. Member is responsible for loss, damage, unauthorized changes, and failure to return required items.

Section 14

14. Confidentiality, Non-Circumvention and Non-Disparagement

Member acknowledges that CUL may disclose or make available non-public information relating to CUL's program, Walmart relationship, retail locations, vendors, suppliers, financial sources, manufacturers, consultants, members, dealers, contractors, store contacts, procedures, schedules, pricing, business methods, documents, and opportunities (collectively, "Confidential Information"). Member shall use Confidential Information only for performance under this Agreement and shall not disclose it except to Member Agents who need to know and are bound by duties at least as protective as this Agreement.

For three (3) years after the Effective Date and for three (3) years after termination, whichever is later, Member shall not directly or indirectly bypass, avoid, circumvent, compete unfairly with, solicit, negotiate with, contract with, enter into business with, or derive benefit from any Walmart relationship, retail location, store contact, vendor, supplier, manufacturer, consultant, member, dealer, contractor, financial source, or business opportunity introduced by or through CUL, except through CUL or with CUL's prior written consent.

Member acknowledges that breach of confidentiality or non-circumvention may cause irreparable harm for which money damages are inadequate. CUL may seek temporary, preliminary, and permanent injunctive relief without posting bond to the fullest extent permitted by law, in addition to disgorgement of profits, damages, attorneys' fees, and all other remedies.

Member shall not make, publish, or communicate to any person or entity, including in any public forum or online platform, any defamatory, disparaging, maliciously false, or misleading statement concerning CUL, the Program, CUL services, CUL employees or officers, Walmart relationship, customers, suppliers, investors, members, vendors, or associated third parties.

Section 15

15. Notices

Notices under this Agreement must be in writing and may be delivered by personal delivery, recognized overnight courier, certified mail, or email to the addresses stated in the Deal Terms Schedule or to any updated address provided in writing. Default, termination, relocation, suspension, and move-out notices may be sent by email unless prohibited by law.

Notice is deemed given upon personal delivery, upon confirmed courier delivery, three (3) business days after deposit with certified mail postage prepaid, or upon email transmission if sent to the notice email address and no automated delivery failure is received. Each Party shall promptly update the other Party of any notice address change.

Section 16

16. Governing Law, Venue and Enforcement

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law rules. Member consents to personal jurisdiction in Arizona. The exclusive venue for any legal or equitable dispute arising out of or relating to this Agreement, the Program, Member's occupancy rights, or the Parties' business relationship shall be the state or federal courts located in Maricopa County, Arizona, except that CUL may seek injunctive relief or enforce a judgment in any jurisdiction where Member, collateral, assets, records, or a relevant location may be found.

In any action or proceeding to enforce this Agreement or collect amounts owed, CUL shall be entitled to recover reasonable attorneys' fees, court costs, expert fees, collection costs, and enforcement expenses to the fullest extent permitted by law. The Parties waive trial by jury to the fullest extent permitted by law.

Section 17

17. General Provisions

Member is an independent contractor and is solely responsible for its business, employees, contractors, taxes, payroll, insurance, customers, products, services, and operations. Nothing in this Agreement creates a partnership, joint venture, agency, employment relationship, franchise, fiduciary relationship, or landlord-tenant relationship.

Member shall not assign this Agreement, membership rights, occupancy rights, revenue obligations, location rights, or any related rights without CUL's prior written consent, which may be withheld in CUL's sole discretion. Any attempted assignment without consent is void and is an immediate default. CUL may assign this Agreement to an affiliate, successor, purchaser, program partner, financing source, or master license related entity.

The person making or authorizing payment on behalf of Member represents and warrants that they have authority to bind Member. If Member is an entity, Member shall provide organizational documents, certificates, resolutions, ownership information, and other authority evidence requested by CUL.

This Agreement, including all applicable exhibits, addenda, guaranties, schedules, and documents incorporated by reference and provided before acceptance, is the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous statements, proposals, drafts, negotiations, and understandings. Amendments must be in writing and approved by CUL, subject to the notice and acceptance provisions in Section 18.

No waiver is effective unless confirmed in writing by CUL. Failure or delay by CUL to enforce any right is not a waiver. If any provision is unenforceable, the remaining provisions remain enforceable, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

Acceptance occurs through payment as described in Section 18, rather than a separate signature. Provisions that by their nature should survive termination survive, including payment, revenue share, audit, restoration, indemnity, insurance, confidentiality, non-circumvention, non-disparagement, security interest, guaranty, governing law, venue, attorneys' fees, and remedies.

Section 18

18. Acceptance by Payment and Accompanying Documents

By making a membership or program payment to Clean Urban Living LLC, Member acknowledges the opportunity to review and agrees to be bound by these Terms and Conditions, including this Membership Agreement and the applicable Deal Terms Schedule, exhibits, and addenda provided or made available before payment. Payment constitutes Member's acceptance. No separate handwritten or electronic signature is required to accept these Terms and Conditions.

CUL will provide these Terms and Conditions, or a clearly identified link to them, together with notice that payment constitutes acceptance, before Member makes payment. Member should review the terms and applicable member-specific documents before paying. The person making or authorizing payment on behalf of Member must have authority to accept the terms for Member.

Acceptance is effective when CUL receives Member's first successful membership or program payment. The approved location, program start date, and other operational details remain subject to the Deal Terms Schedule and CUL's written approval. A declined or unsuccessful payment attempt is not completed acceptance under this provision.

Acceptance applies to the version of the terms and member-specific documents provided before the payment used to establish acceptance. Later changes are not accepted merely because they are posted on this page or an existing automatic payment is processed; applicable notice and acceptance requirements must still be satisfied.

The agreement refers to Exhibit A (Authorized Locations), Exhibit B (Intended Use), and Exhibit I in connection with security-interest/UCC documentation, as well as applicable addenda, guaranties, and incorporated documents. Obtain the applicable member-specific documents from CUL before payment. Member-specific schedules and exhibits are not reproduced on this public page. Specific pricing is provided separately, not on this page.

Reading this page or submitting an application alone does not constitute acceptance or authorize a charge. Payment acceptance does not by itself approve a location, grant immediate occupancy rights, or waive the other program requirements. Any additional formality required by applicable law for a personal guaranty, security interest, or other obligation remains applicable; this payment-acceptance provision does not dispense with those legal requirements.